EMPLOYMENT BENEFIT PLANS

Postretirement Health Care and Other Benefits:

Ambac provides postretirement and postemployment benefits, including health and life benefits for certain employees who meet certain age and service requirements. None of the plans are currently funded. For Successor Ambac, postretirement and postemployment benefits expense was $2,249 and $2,101 for the year ended December 31, 2014 and eight months ended December 31, 2013, respectively. For Predecessor Ambac, postretirement and postemployment benefits expense was $1,344 and $2,099 for the four months ended April 30, 2013 and for the year ended December 31, 2012, respectively.

Effective August 1, 2005, new employees were not eligible for postretirement benefits. In 2013, postretirement benefits offered to retirees were amended such that Ambac would no longer sponsor a health plan beginning in 2014. This requires retirees to purchase their own insurance policy with a portion of their premium being reimbursed by Ambac. The unfunded accumulated postretirement benefit obligation was $10,050 as of December 31, 2014. The assumed health care cost trend rates range from 6.3% in 2015, decreasing ratably to 5.0% in 2021. Increasing the assumed health care cost trend rate by one percentage point in each future year would increase the accumulated postretirement benefit obligation at December 31, 2014, by $1,788 and the 2014 benefit expense by $173. Decreasing the assumed health care cost trend rate by one percentage point in each future year would decrease the accumulated postretirement benefit obligation at December 31, 2014 by $1,395 and the 2014 benefit expense by $131.

The following table sets forth projected benefit payments from Ambac’s postretirement plan over the next ten years for current retirees:



	Amount
2015	$	311
2016	333
2017	338
2018	358
2019	377
2020-2024	2,198
	$	3,915

The discount rate used in determining the projected benefit obligations for the postretirement plan is selected by reference to the year-end Moody’s corporate AA rate as well as other high-quality indices with similar duration to that of the benefit plans. The rate used for the projected plan benefit obligations at the measurement date for December 31, 2014 and 2013 was 4.00% and 4.75%, respectively.

Savings Incentive Plan:

Substantially all employees of Ambac Assurance are covered by a defined contribution plan (the “Savings Incentive Plan”). Ambac Assurance makes employer matching contributions equal 100% of the employees’ contributions, up to 3% of such participants’ base compensation plus 50% of contributions to an additional 2% of base compensation, subject to limits set by the Internal Revenue Code. For Successor Ambac, the total cost of the Savings Incentive Plan was $1,056 and $683 for the year ended December 31, 2014 and eight months ended December 31, 2013, respectively. For Predecessor Ambac, the total cost of the Savings Incentive Plan was $447 and $1,058 for the four months ended April 30, 2013 and for the year ended December 31, 2012, respectively.

Stock Compensation:

Employees, directors and consultants of Ambac are eligible to participate in Ambac’s 2013 Incentive Compensation Plan (“2013 Plan”) subject to the discretion of the compensation committee of Ambac’s Board of Directors. The 2013 Plan provides for incentives and rewards that are valued or determined by reference to Ambac common stock as traded on the NASDAQ exchange. There are 4,000,000 shares of Ambac’s common stock authorized for awards under the 2013 Plan of which 3,676,693 shares are available for future grant as of December 31, 2014.

In March 2014, Ambac developed a long term incentive compensation plan (“LTIP”) as a sub-plan of the 2013 Plan. The LTIP, approved by the Compensation Committee of the Board of Directors, is a significant component of management’s compensation program that is intended to strike an appropriate balance between short-term compensation and longer-term incentives aimed at fostering retention and aligning management's interest with those of Ambac's stakeholders. Awards granted under the LTIP are designed to further the financial and operational objectives of both Ambac and Ambac Assurance. The LTIP is intended to be an annual program.

Employees of Ambac previously participated in Ambac Financial Group Inc.’s 1997 Equity Plan, which provided for the granting of stock options, stock appreciation rights, restricted stock units, performance units and other awards that were valued or determined by reference to its common stock. The 1997 Equity Plan was cancelled upon Ambac’s emergence from bankruptcy in 2013. No stock grants were made under the 1997 Equity Plan in 2013 or 2012.

The amount of stock-based compensation expense and corresponding after-tax expense are as follows:



	Successor Ambac				Predecessor Ambac
			Period from May 1		Period from January 1
	Year Ended		through		through		Year Ended
	December 31, 2014		December 31, 2013		April 30, 2013		December 31, 2012
Stock options	$	444	$	56	$	—	$	—
Restricted stock units	2,816		1,050		—		—
Performance stock units ⁽¹⁾	190		—		—		—
Total stock-based compensation	$	3,450	$	1,106	$	—	$	—
Total stock-based compensation (after-tax)	$	3,450	$	1,106	$	—	$	—


(1)	Represents expense related to performance stock units portion of performance awards. Performance awards are split evenly between performance stock units and cash. Cash based compensation expense related to performance awards was $190 for the year ended December 31, 2014.

Stock Options:

Stock options were awarded to directors in 2013 that vested on April 30, 2014 with a term of seven years from the grant date. The Company intends to use Treasury shares first and then, if necessary, issue new shares to satisfy stock option exercises. No stock options were awarded to directors in 2014. Additionally, no stock options have been awarded to employees or consultants under the 2013 Plan.

The Black-Scholes-Merton model was used to estimate the fair value of the service condition based stock options on the grant date. The following assumptions were used in estimating the fair value of options on the grant date for the 2013 stock option grant:



Risk-free interest rate	0.963		%
Expected volatility	50.2		%
Dividend yield	0.0		%
Expected life	3.33 years
Weighted-average grant-date fair value per share	$	7.50

The expected volatility is based on implied volatilities from traded options on Ambac’s stock, the historical volatility of Ambac’s stock, and the historical volatilities of our peer industry group. Peer group historical volatilities were considered due to the fact that Ambac stock had been traded for a time period less than the expected life of the options. A zero dividend yield was assumed based on the uncertainty of Ambac making dividend payments over the expected life of these options. The risk-free interest rate reflects the U.S. Treasury yield curve in effect at the time of the grant. The expected life represents the period of time that options granted are expected to be outstanding and is based on certain factors we believe will influence exercise behavior.

A summary of option activity for 2014 is as follows:



	Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life
Successor Ambac - Year Ended December 31, 2014
Outstanding at beginning of period	66,668	$	20.63			6.98
Granted	—	—
Exercised	—	—
Forfeited or expired	—	—
Outstanding at end of period	66,668	$	20.63	$	258	5.98
Exercisable	66,668	$	20.63	$	258	5.98

All stock options were fully vested during 2014. As a result, total unrecognized compensation costs related to unvested stock options granted were $0 as of December 31, 2014. No stock options were exercised during the year ended December 31, 2014, eight months ended December 31, 2013, four months ended April 30, 2013 and the year ended December 31, 2012.

Restricted Stock Units (“RSUs”):

RSUs were awarded to employees in 2013 that vested in two installments, 50% on the grant date and 50% on the first anniversary of the grant date. RSU awards to employees provided for accelerated vesting upon change in control or death or disability. Such employee RSUs will settle and convert into Ambac shares upon the earlier of (a) the employee’s termination of employment (other than for cause) and (b) the second anniversary of the applicable vesting date.

RSUs are awarded annually to directors that vest on the last day of April of the following year. These RSUs will not settle until the respective director’s termination from the board of directors or, if earlier, upon a change in control. All RSUs provide for accelerated vesting upon a change in control, death or disability or involuntary removal other than for cause (not including removal pursuant to a shareholder vote at a regularly scheduled annual meeting of shareholders). Upon termination (other than for cause), the RSUs shall vest as of the date of such termination in an amount equal to the number of then outstanding RSUs multiplied by a fraction, the numerator of which shall be the number of calendar days which have lapsed since the grant date and the denominator of which shall be the total number of calendar days of the original vesting period.

As of December 31, 2014, 185,800 RSUs remained outstanding, of which (i) 33,136 units required future service as a condition to the delivery of the underlying shares of common stock and (ii) 152,664 units did not require future service. As of December 31, 2013, 154,186 RSUs remained outstanding, of which (i) 113,921 units required future service as a condition to the delivery of the underlying shares of common stock and (ii) 40,265 units did not require future service.

Ambac’s closing share price on the grant date was used to estimate the fair value of the service condition based RSU on the grant date.

A summary of RSU activity for 2014, 2013 and 2012 is as follows:



	Successor Ambac
	Year Ended December 31, 2014				Period from May 1 through December 31, 2013
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding at beginning of period	154,186		$	20.63	—		$	—
Granted	33,136		30.18		155,123		20.63
Delivered or returned to plan⁽¹⁾	(1,522	)	20.63		(937	)	20.63
Forfeited	—		—		—		—
Outstanding at end of period	185,800		$	22.33	154,186		$	20.63


(1)	When restricted stock unit awards issued by Ambac become taxable compensation to employees, shares may be withheld to cover the employee’s withholding taxes. In December 2014 and 2013, Ambac purchased shares from employees that settled restricted stock units to meet the required tax withholdings.



	Predecessor Ambac
	Period from January 1 through April 30, 2013				Year Ended December 31, 2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding at beginning of period	104,389		$	21.43	113,739		$	23.96
Granted	—		—		—		—
Delivered	(843	)	74.43		(9,350	)	52.16
Forfeited	(103,546	)	20.40		—		—
Outstanding at end of period	—		$	—	104,389		$	21.43

As of December 31, 2014, there was $333 total unrecognized compensation costs related to unvested RSUs granted. These costs are expected to be recognized over a weighted average period of 0.3 years. The fair value for RSUs vested and delivered during the year ended December 31, 2014, eight months ended December 31, 2013, four months ended April 30, 2013 and year ended December 31, 2012 was $37, $19, $0 and $0, respectively.

Performance Stock Awards:

In May 2014, performance awards were granted under the LTIP to certain members of management. These grants vest in 3 years and are evenly split between performance stock units ("PSUs") and cash. Actual awards will be based on performance at both Ambac and Ambac Assurance, but generally no awards will be earned unless a minimum performance threshold is met by Ambac Assurance. Actual awards can payout 0% to 200% of the number of units granted. Ambac performance will be evaluated relative to cumulative earnings before interest, taxes, depreciation and amortization over the vesting period (exclusive of Ambac Assurance earnings), which is intended to reward participants on generating taxable income from new business development. Over the same period, Ambac Assurance performance will be evaluated according to changes in a ratio of Ambac Assurance's assets to its insurance and financial obligations, which is intended to reward participants for increases in the relative value of Ambac Assurance. Other than voluntary termination or involuntary termination for cause, and provided that a participant's employment with the Company is not terminated within the first year of the performance period, the performance awards shall partially vest as of the date of such termination in the proportion of the number of calendar days which have lapsed since the grant date and the denominator of which shall be the total number of calendar days of the original vesting period. Settlements of all performance awards shall be 60 days after the end of the performance period, including those that had a partial vesting.

A summary of PSU activity for 2014 is as follows:



	Year Ended December 31, 2014
	Shares⁽¹⁾		Weighted Average Grant Date Fair Value
Outstanding at beginning of period	—		$	—
Granted	49,011		29.78
Delivered	—		—
Forfeited	(13,599	)	29.78
Outstanding at end of period	35,412		$	29.78


(1)	Represents performance share units at 100% of units granted.

As of December 31, 2014 there was $1,460 of total unrecognized compensation costs related to unvested performance awards which are evenly split between PSUs and cash. The 2014 costs are expected to be recognized over a weighted average period of 2.3 years.